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Phillips was Co-Principal of the Byam Shaw School of Art, Kensington, from 1946 to 1955. He first saw Mrs Carter Gifford in Malmesbury, and was struck by her character and appearance. Having been introduced to her by a friend, the artist asked if he could paint her portrait. At the time, Phillips was living with his wife in Little Somerford, Wiltshire and Mrs Carter Gifford in Great Somerford. Mrs Carter Gifford had been an enamelist when young and had later married a soldier and had travelled overseas. Phillips's obvious sympathy with Mrs Carter Gifford is apparent in this portrait in which she is depicted as quietly distinguished.